Cinnamon in a Silver Spoon
by Catrlgirl
Summary: Twist is an awkward sweetheart who's biggest dream is to make everypony smile with sweetness. Silver Spoon is a spoiled debutante who doesn't know that cinnamon can be more than your average spice if you get to know it. These two slowly become friends and develop a relationship that changes them over the years.SO SORRY THIS STORY IS COMPLETE ON Fimfiction(Dot)Net
1. Chapter 1

Twist was comfortably in her seat facing her classmates. Well one in particular. A filly one row back and one seat to the right. She watched her chatting amiably with her friend across Applebloom. She was so beautiful with her mane braided that way. However her moment was broken when Cheerilee called the class to attention.

"Alright my little ponies. Quiet down. We have a very important lesson to cover today. Cutie Marks." Twist turned around straightening her purple glasses. "You can all see my Cutie Mark, can't you? The flowers represent my desire to see my little ponies bloom if I nurture them with knowledge. The smiles symbolize the cheer I hope to give my students while they're learning."

Twist looked to her side and behind her at all the different cutie marks. And then she looked at her. What did her cutie mark mean? A silver spoon. It was something precious, and it served a purpose. But if it wasn't cared for or in a good environment it would tarnish. Silver spoons need polishing. "Can anyone tell me when a pony gets his or her Cutie Mark?"

Twist raised her hoof waving it about in the front row. Cheerilee nodded at her and the redheaded filly replied.

"When she discovers the certain something that makes her special."

A few classmates snickered at the way her lisp exaggerated her words. Twist flushed but Cheerilee nodded proudly.

"That's exactly right, Twist. Now class..."

Silver spoon was special. Well they all were special. Cupid next to her got his cutie mark of a bow and heart arrow from helping his older sister find true love. He loved spreading love and happiness. Cheerilee was special because she wanted everyone to be their best and to bloom. Spinner was special because of her talent for ribbon dancing. Twist had to find out what made her special.

"**APPLEBLOOM!** Are you passing a note? What could be so important that it could not wait until after class?" Applebloom dropped the note in shock and it fluttered to the floofr in fron of Cheerilee's hooves. "Oh, it's blank."

"Remind you of anypony," Diamond Tiara said acidically causing all the little ponies to laugh at Applebloom. The little redheaded yellow earth pony flushed and attempted to hide under her desk in shame. It was a relief when the bell rang. Swinging her saddlebag over her rump Applebloom slunk out of the classroom along with Twist. The bespecktacled filly nuzzled her friend.

"Want some sweets?" She asked trying to cheer up the long faced little philly. "I have some peppermint sticks." She bounced slightly in cheer. "I made them myself."

"Nah," Apple bloom said scuffing her hoof in the dirt.

"Aw come on, it'll make you smile." Twist lit up with a huge smile. She hated seeing anypony sad. She wanted to spread sweetness and joy to all of her friends. And Twist had never seen anypony stay sad when eating one of her homemade treats. Applebloom left fuming after their second run in with Silver spoon and Diamond Tiara. Twist could totally understand why her friend was so upset. She waved goodbye, managing to catch herself when she nearly tripped over a root balancing on her back legs. Then Twist took off after shoving a sweet cinnamon peppermint stick into her mouth. Running across the streets of Ponyville Twist headed to the park. She had some time to kill before her mother got home from the market. That was when she saw her swinging her legs on a bench in the park.

_'I thought she was with Diamond Tiara?' _Carefully Twist followed the park path up to her classmate and said, "Hello, Silver Spoon."

"You?" The greycoated filly sneered over the top of her stylish glasses. "What do **you** want?"

"Are you okay? I never see you here after schcool," Twist said her obvious lisp made even worse because of the candy in her mouth.

"What do you care, blank-flank? It's none of your business what I do."

"I'm sorry. I come here every day to pass out candy." Twist moved past the bench and went about her business. "Good Afternoon, Ms. Bon Bon," Twist said bouncing up to the older mare with the two tone mane. "How are you today?"

"Oh I'm fine Twist, dear. Thank you. Just on my way to the market to pick up some things."

"Would you like a piece of candy? I made it myself."

"Oh how sweet of you dear. I'd love one." Bon Bon waved her hooves in the air and yelled, Oh Heartstrings, Heartstings, come here. Twist made some wonderful candy."

"Would you like a piece too?" The two mares smiled taking the candy before heading towards the market across the park.

"If this candy is so good, why would you give it away," Silver spoon asked from behind her.

"You should sell it if it's worth anything. That's what my family does."

"I don't want to sell it, Silver Spoon. I want to make people happy. Do a good deed." Twist handed a piece to a little colt and his father as they passed by, earning herself a ruffle on the head and a hug from the little one. Silver spoon watched in silence as Twist gave the candy to the passing ponies going about their business while she waited for her mother. Then with a sad smile she shook her head. "Sorry, Firestorm, I don't have anymore."

"It's okay, Twist."

"Twist, honey, come along. We have to hurry home, your father is waiting."

"Momma!" Twist reached into her saddle bag absently and handed one final piece of the homemade candy to Silver Spoon. "I hope it makes you smile," she said before dashing of home. When Twist caught up with her mother across the park the older mare gasped. The pretty blue and white mare beamed with pride.

"Congratulations, Twist," she said nuzzling her daughter. "I'm so proud of you."

"Hmm? What is it Momma?"

"Look, baby," she said. "You got you're Cutie Mark." Twist looked down at the two candy canes that formed a heart shape on her flank. The little filly leapt with joy.

"Sweet!" her mother hurried her along towards their home.

"Oh, wait until your father sees it. He'll be so proud of you for finding out what makes you special."

"Yeah!"

Silver spoon sat in the park sucking on the candy cane as she kicked her lower hooves on the bench. Then her friend finally came back.

"I'm so sorry, I had to ditch you like that," she said. "I can't have anyone knowing about my dress before my totally awesome cuteceañera. Not that I don't totally trust you of course."

"I understand, Diamond Tiara. I bet you're going to be the prettiest thing outside of Canterlot."

"Oh you know it," Diamond Tiara replied. "Where'd you get that candy?" The little filly with the lavender glasses blinked and said,

"Oh, just picked it up from a random vendor. You know." It was good. Silver Spoon smiled as she followed her friend.

"We're going to have so much fun tonight at my house," Diamond tiara said. "I have a totally great idea for your mane, Silver Spoon."

"Really?"

"Totally," Diamond Tiara said. "It's all the rage in Manehattan. A twisted updo Pretty curls. Come on." Diamond held up her hooves and Silver Spoon smashed hers into them. Bump Bump. A quick elbow touch. "Sugarlump. Rump." Both of them laughed as their bottoms bumped on the way to the lovely dual manor home that belonged to Diamond Tiara and her family. After that last bite of candy Silver spoon was following her best friend into her house.


	2. Chapter 2

Twist looked down at her friend nervously. The little yellow earthpony's mouth hung open in shock still from the sight of her new cutie mark. "That doesn't mean we can't still go to the party together," Twist said to Applebloom. "You're still gonna' go to the party, aren't you?"

"Of course she will," Diamond Tiara said. Twist saw her friend flush in shame at the sneering tone of the pink earth pony passing by.

"It's not, like, being the only pony there without a cutie mark would be, like," Silver Spoon paused and stared directly at Applebloom with a mean little curved smile. "The most embarrassing thing ever." Both of them went on their way laughing as Applebloom ran from Twist's doorstep. Twist almost ran after her friend but she had a batch of lollipops she had to finish and she didn't really know what to say anyway. She never did. Twist snorted, scuffing her hoof in the dirt before she went back in to tend to her candy mixture. Why did Silver Spoon and Diamond Tiara have to be so mean? How did they get such pretty cutie marks but act so ugly? What was it that made them special? She carefully pulled her wooden spoon out of the still hot sticky sugar mixture in the metal bowl with her mouth. The wax paper was already ready and so were the sticks. They couldn't be ugly on the inside, could they? Especially when so pretty outside.

"Why are you making so many of the lollipops, dear," Twist heard he mother ask. The pretty smiling mare grabbed a spoon from a drawer and started spreading the sugar mixture around over the sticks. Twist wished she was as deft with her hooves as her mom. She would be one day, maybe, but she doubted it. She was clumsy. Her legs were too long and she was always tripping.

"I want to share them at Diamond Tiara's Cuteceañera." Twist spread more of the mixture over another plastic stick. These were one of her favorite treats to make. They always made a pony feel special. They made ever little filly and colt she knew smile. Maybe they would help Diamond Tiara and Silver Spoon. Maybe they just needed to get to know other ponies. If you didn't know any different you wouldn't act any different. Like the candy. If she only made chocolate she'd never have learned to make cinnamon twists. If she only made cinnamon twists she wouldn't be making lollipops right now.

"Oh aren't you a sweetheart, Twist. I'm sure these will make everypony at the party very happy." Her mom was right. She wasn't nice when she wasn't happy. When she was sad, lonely, or angry, she wasn't nice. She didn't have a good time making friends when she was unhappy. Maybe that was the problem they weren't happy.

"Momma you think I can make friends with somepony if I make them happy?"

"Oh, that is a good place to start. If you make them happy it makes them happy to be around you." The lollipops cooled, sparkling on the wax paper. They would be perfect to make Diamond Tiara and Silver Spoon happy. That might make them happier and maybe they could be friends then. And maybe then they would stop bothering Applebloom.

The music was loud and happy several ponies were dancing under the colorful lights strung up in Sugar Cube Corner. The large event space had been dressed to the T and Diamond Tiara's Parent's had been very very open with the budget they had given Pinkie Pie one of the best party planners and caterers in Equestria.

"Oh, Diamond, this party is amazing," Silver spoon said. The pale silver filly took a sip of the sweet punch, careful not to spill it on her dress. Silver Spoon swayed with her best friend as more and more and more ponies came in. She looked amazing in the gown. It was wonderful, especially since it came from the chintzy Carousel Boutique. The presents piled up on the table when Diamond nudged her with her nose. "Look over there; can you believe she dared to show up? And look at what she's wearing." Diamond laughed haughtily as Apple Bloom darted behind a decorative pillar. Twist came in, carrying the bag of homemade lollipops in a saddlebag. She smiled as she saw ponies dancing. She placed the bag of candy on the table loaded with presents. The candy was going to be perfect. She was sure it was one of the best batches she had made to date. When she turned towards the punch bowl she saw, Applebloom cowering in a corner and Diamond Tiara holding the sheet Applebloom had been wearing in her mouth. She spat it out and laughed. "Blank flank. I knew she was lying. She's not special at all."

"And what's wrong with being a blank flank," A young pegasus filly, asked. Her coat was burnt orange and she had a purple mane. Her wings fluttered in irritation. "She's plenty special."

"Yeah," a young unicorn filly said. "It means we were full of potential. There's no telling what we could be." She snorted angrily making her split color mane flutter around her horn. The orange pegasus filly lent Applebloom a hoof up and smiled.

"They're right," Applebloom said. She narrowed her eyes with her friends behind her.

"We're not stuck being snotty, stuck up, jerks like you." The sound of clattering hooves rose from all the other ponies in salute and Applejack ran to give her little sister a hug.

"I'm so proud of you, Sugarcube. And you made some great new friends. I told ya' these things have a way of working themselves out." After that minor scandal the party went great. The guest of honor and her best friends ran off and Pinky Pie kept the party lively. Twist got to dance with Applebloom and her new friends Scootaloo and Sweetie Belle. They were super funny and sweet. Scoots did tricks on her scooter and had the sleek machine taken by Mrs. Cake. Sugar Cube Corner apparently was not open for trick riding on the counters. Scoots sat down at a table to mope and Applebloom and Sweetie Belle Joined them. Twist decided to hit the snack table again. As she grabbed a cupcake and some fresh sliced carrots she glanced up and saw Diamond Tiara push Silver Spoon away, knocking the filly down. Diamond stalked out of view and Twist chewed her lower lip, holding her plate balanced on a hoof. Placing the plate on her back Twist headed out the door to the crying filly outside.

"Are you okay, Shilver Spoon?"

"You... again?" Silver Spoon hissed, furiously wiping tears away from her face. "What do you care, freak? I'm fine." Her mane had fallen out of its fancy curls when she had been shoved. There was dirt on her sparkly pale blue dress and twists wisely said nothing aout the large rip in the hem.

"You don't look fine."

"Leave me alone!" Silver Spoon carefully adjusted herself. Then she caught a glimpse of herself in the window reflection. I can't be seen like this. I can't be seen with you." Twist stamped her hoof, knocking her plate off her back clumsily.

"WHY ARE YOU SO MEAN!? I'm trying to help you."

"Sorry If I'm not excited to get life tips from unpopular, idiotic, dweebs. I Just lost my best friend ever and I don't know if she'll ever speak to me again. I should have stood up for her."

"Why would you stand up for a stupid bully? You're not as mean as Diamond Tiara,why would you want to be?" Silver spoon looked at the ground.

"I don't want to lose my friend. You wouldn't know what that's like. You don't have friends." Twist lifted a slightly bushy eyebrow and frowned.

"I have friends. I have Applebloon, Sweetie Belle and Scootallo are cool too. I have Firestorm and and his brother Whiplash. If you want shome friends you can't be mean like thish. You can't be a bully." Twist smiled brightly, reaching out to straighten Silver Spoons crooked glasses. "Do you want to be my friend Shilver Spoon?"

Tears welled up in Silver Spoon's pale eyes and she sighed.

"I'm a freak now anyway. I'll never have decent friends again anyway."

"Don't be like that, Silver I'm a decent friend. And you can be one too. Would you like to come to my house tomorrow to make sweets. It's a lot of fun." The silver pony gave a weak awkward nod. Maybe she'd manage to be cool with Diamond again soon and could drop the dweeb.


	3. Chapter 3

Silver Spoon lifted her head haughtily and tossed back the long braid she had styled her white silver mane into.

'_You can do this. Everypony loves you. It was just a spat. She had all weekend to get over it.' _After that soothing and bracing thought Silver Spoon entered the schoolhouse and heard the chatter cease. She made her way up the rows. She smiled at Diamond Tiara.

"Hi, Diamond, how was the rest of your weekend?"

The pink filly snorted and cut her eyes sideways at Silver Spoon. The other three young ponies, Amber Berry, Opulence, and Firewing, just laughed at her.

"Come on everypony," Diamond said. "Let's go be in … more acceptable company. Leave the loser to take up somepony else's space." Diamond led her trio of laughing friends away and Silver Spoon stood agape in shock. None of her friends were talking to her. Her best friend had just laughed in her face and walked away. She sat at her desk quietly moping. She guessed it didn't matter if she moped since she was nopony now. She didn't have to worry about looking happy and perfect all the time.

"Good Morning, Silver Spoon," Twist said, placing her saddle bag on the back of her desk chair in front of the grey coated filly. "How are you?" Silver Spoon sighed, narrowing her eyes behind her glasses. She just dropped her head onto her desk as Twist stared with a quiet smile.

"Fine," the filly said sarcastically. "Just perfect."

"I know something is wrong with you, what is it? Maybe I can help."

"My best friend just laughed in my face! Ditched me! Took all my other friends with her and left me here! And," Silver Spoon said pausing to catch her breath with the force of her yelling. "Worst of all I'm stuck sitting here by myself talking to a nopony like you!"

Twist looked down sadly and opened her saddlebags. She reached in a pulled out a piece of candy wrapped in clear plastic and tied with a silver ribbon.

"I'm sorry, I should have known you'd be upset. Don't worry," Twist said handing the little package to the angry Silver Spoon. She wisely ignored the way the other fily winced at her strong lisp. "You have me. And there are lots of ponies who want friends." In the package was a small crystal spoon with silver and purple sprinkles along the handle. "I made ith with a mold and shprinklesh. It's jusht like your cutie mark. I hope it makesh you feel better. I want to be friends. E

Silver Spoon blushed, placing the delicate package on her desk carefully with a hoof. Diamond Tiara had never done anything like that for her. Opulence and Firewing had never been so nice to her.

"Thank You," Silver Spoon said. It was hard. She wasn't used to thanking anypony. She was used to taking and having things given her because of who she was. She wasn't sure if she liked it. "What is it made out of? It's so pretty."

"I made it out of sugar Syrup. My momma helped me. I wanted to make it special, to celebrate a new friend. And I wanted it to be pretty like you."

"What in tarnation are you doing with her," the signature drawl of Applebloom drew eyes to her and her friends. "Are you messin' with Twist again, Silver Spoon?"

"No, Applebloom. She's my friend."

"Really? Silver Spoon? Sworn Enemy? Name calling jerk and tormenter is your friend?"

Scootaloo grinned from behind Applebloom and said, "I guess your special talent isn't acting. You should see the look on your face." She wiped an eye in mock tears.

Silver Spoon glowered at Applebloom and the other two young fillies.

"Don't be mean," Twist said. "Give her a chance. She's trying. Twist smiled and the other three fillies grudgingly agreed to give her a chance.

"Okay," Scootaloo said. "She was never as bad as Diamond Tiara anyway."

"Yeah, I guess," Applebloom replied, cutting her eyes suspiciously at the grey filly. "But, Imma be watchin' you real close."

Silver spoon rolled her eyes but said nothing. And Twist had to admit even that was an improvement. A step in the right direction.

"See, Silver Spoon, you have friends now."

Class was uneventful. Silver Spoon ignored the snickering and snide remarks of the fillies and colts that had been her friends last week. It was certainly not fun having to hear it. It hurt and she did not like being hurt. Applebbloom and Sweetie Bell talked in rushed whispers … plans about some kind of crusade from the snatches of conversation she heard. It didn't interest her much. Twist was listening attentively to Scootaloo rave about Rainbow Dash.

"I swear she is only the most awesome, Pegasus to ever flap a wing," Scootaloo said. "I bet she is unstoppable in the best young flyers competition."

"Isn't she friends with Miss Rarity?"

"The Prissy Unicorn? Yeah, but she's not as cool as the one and Only Rainbow Dash. I keep hoping she'll notice me. When I finally learn to fly I'll be right beside her." Twist laughed at the dreamy swoony expression on Scootaloo's face.

"You sure are inspressed with Rainbow Dash. I like Mis Rarity better. She's shuper nice. And she's pretty. I love the dresses she makes."

"Why do you talk like that?" Silver Spoon pushed her question into a break in their conversation. "You sound like you're spitting all the time. You messed up or something? Twist blushed. She was so embarrassed about it but you had to be honest with your friends.

"No," She said giving Silver Spoon a very pointedly hot look. "I'm not messed up." Twist opened her mouth wide, glancing carefully up at Ms. Cheerilee. They were lucky she was busy focusing on explaining the history of the Age of Discord. "I got this. It's a retainer." There a curling piece of metal behind her teeth. "It's hard to talk with it. I got it to fix my teeth. I know it makes me sound funny."

"Will it be there forever," Silver Spoon asked. Scootaloo looked intrigued at the metal implant in Twist's mouth.

"No. I'll only have it for another few weeks. Twist had to put a lot of effort into speaking to keep from lisping. But she had managed it that time. She hoped it didn't make her friends not like her.

"I didn't know. I'm glad it fixed your teeth," Silver Spoon said.

"Did it hurt?" Scootaloo asked. "I bet it hurt a lot."

"It only hurt a little. Not much."

The bell rang at the end of the class day and Twist and her friends filed out. Silver Spoon stamped her hooves when Firewing brushed past her huffing and slapping her side with a wing. She glared at the bright red Pegasus as he shot up into the sky most likely headed for home.

"He's such a jerk," Scootaloo, hissed angrily as she stared up at Firewing. "He thinks he's so hot."

"Yeah, don't mind him, Silver Spoon," Sweetie Bell said. Silver Spoon didn't know how t ohandle it. Her old friends had never thought ot comfort her … or anypony really. Then the little white Unicorn filly blinked in sudden realization. "Want to come and hang out at my place. My big sister and I live at the carousel boutique." That actually sounded interesting to Silver Spoon. She loved shopping.

"You're big Sister is Rarity?" Twist's eyes widened in absolute shock. She was nearly vibrating with excitement.

"Yeah, I bet she'll let us play dress up and do makeovers. It'll be fun."

Twist and Silver Spoon nodded in agreement. Scootaloo shrugged but decided to go anyway since she had nothing better to do. The adventure was on.


	4. Chapter 4

The five fillies were excited on their trip to The Carousel boutique. It was one of the most popular shops in Ponyville. And Twist was very excited to meet Ms. Rarity. Scootaloo was excited because Sweetie Belle promised to beg her sister to call the one and only Rainbow Dash.

"Are you sure she'll do it, Sweetie Belle? Don't raise my hopes and then not deliver," Scootaloo said. The little orange pegasus did a quick spin on her scooter kicking up dust. The little machine dropped and she skidded to a stop a little ahead of the others.

"I can't think of why not. My big sister is a friend of Rainbow Dash. I see her all the time. Well she always runs when Rarity brings out the fabrics."

"I saw her at the party a few days ago. Diamond Tiara's cuteceañera." The young filly flushed, her wings fluttering as her friends caught up. "I didn't get to talk to her though. After what happened between…" Scootaloo paused, blinking and staring at Silver Spoon. "Uhm, between. Well she was gone later in the party. A lot of the older ponies were.

Silver Spoon said nothing. She knew they were talking about how she and Diamond Tiara had acted. It was nice that she didn't mention it. But she deserved that. It was only natural.

"What are we going to do at the shop?" It wasn't a strange question Silver Spoon thought after she asked it but the other fillies blinked in shock. Then Apple Bloom leapt into the air in unabridged excitement.

"CUTIE MARK CRUSADERS…. MAKE OVER SPECIALISTS! E/p

"Oh, that'll be so much fun," Sweetie Belle said. She picked up her pace and led the way down the road to the boutique in the distance. "Sis! Sis!" Applebloom raced to catch up to her friend. Scootaloo snorted and rolled her eyes leaning on her scooter.

"Cutie Mark Crusaders Makeover Specialists? I'm not into all that froo-froo stuff." A swift kick and a flap of her wings sent Scootaloo down the road kicking up a cloud of dust.

"You could use a makeover," Silver Spoon said looking over at Twist. She was in no rush. She didn't hurry for anyone. They waited for her… if they were worth dealing with anyway. "You look ridiculous."

"Silver Spoon!"

"What?" The silver filly looked over the top of her glasses. "You do."

"That's mean. You don't say things like that." Twist frowned and narrowed her eyes facing Silver head on. "You have a lot to learn about being friendly."

"What? It's true. I didn't do anything. You do look ridiculous. Did you even brush your mane?" Twist sighed. This was not going to be easy.

"Listen Silver Spoon, there is a nice way to say things. And a mean way." Twist spoke very slowly as they started walking again. "You said that in the mean way. I don't look redi..redica… rediculous." Her tongue tripped over the retainer in her mouth and she pouted.

"Okay, so I'm supposed to let you walk around looking like that? Come on. I was never that mean. Don't you want ponies to stop talking about you?"

"Of course, but that is shallow. I want ponies to stop talking about me because they are nice and good. And it is mean ot make fun of anypony because they look different. I don't want them to stop because I change. If you want to be my friend, if you want to be anyponies friend, you got to like them for who they are not what you make them." Silver Spoon stepped back and flushed at the heated words coming from Twists normally sweet mouth. Was she right? No of her other friends had ever told her anything like that. Every minor flaw had been a reason to ridicule and destroy. A bad mane day meant you could not sit at the table for lunch. It meant you were ostracized. Twist walked through the door of the boutique and stared at the beautiful white Unicorn hovering brightly colored rolls of fabric.

"Oh Sweetie Belle of course you and your little friends can play here. Just be careful of my things. I would however," she said turning a withering and stare down to her younger sister who shrank back in appropriate fear. "Appreciate it if you would give me some forewarning if we are having guests." Twist blushed watching the way Rarity moved. She was like a ballerina. So light and graceful. She was so pretty. She didn;t have akwark gangly legs. Rarity didn't trip and bump into thing like Twist. "Now would you girls like some tea while my sister stops behaving like she was raised in a barn and introduces you all?" Sweetie Belle blushed and rubbed the back of her head with a hoof. The rolls of fabrics were neatly placed inside a box next to the door. And then the glow faded from her horn and she turned her full attention on them.

"I'm Sorry, Rarity. This is Scootaloo. That is Applebloom. You know her big sister, Applejack."

"Of course. It's nice to see you again dear. I do hope you get you hardworking big sister to drop by sometime as well."

"And that is Silver Spoon and finally," she said pointing with her hoof is "Twist."

"Well, welcome girls. Now, about that tea?"

The fillies all nodded and followed Rarity across the living room into the kitchen.

Silver Spoon took a sip of the sweet honey tea. It was good. Rarity fussed about pouring from a large porcelain pot. Then plates with lovely little sandwiches appeared on the table surrounded by the blue glow of her magic. She chatted with animation with her younger sister and then she yelled.

"YOU WANT TO WHAT?"

"But, Rarity, we want to do makeovers. What if my Cutie Mark is in fashion?

"Sweetie Belle, dear," Rarity began. She looked nervously at the fillies at her table. "I do not believe I can trust you with my things."

"Then you can help us, Big sister."

Twist looked up from her seat next to Silver Spoon and looked to Rarity with pleading eyes.

"Please, Ms. Rarity," Applebloom said in her soft drawl. She jabbed her hoof into Scootaloo's side and all three of them begged. Then Silver spoon carefully put her cup down and smiled.

"Ms. Rarity, she said. "I'm Silver Spoon. And I'd be super excited to show off a look tailor made by the Carousel boutique to my friends and family. I be my mom, Pearl Necklace," she said. "The famous Jewelry designer would even want to work with you on your next line. Her shops in Canterlot and Manehatten are all the rage, you know."

"P…Pearl, Necklace? She is your mother? The one who customized a line of Accessories for Hoity Toity's fall line? That Pearl Necklace?" Silver Spoon nodded and her smile lit up like a light bulb.

"Yes, I see her every other weekend. She and my father aren't together anymore. She didn't want to move to Ponyville and my dad, Filigree, didn't like Manehatten. Are you sure you don't want to help us do makeovers, Ms. Rarity? I bet my mom and dad would be super excited to see how pretty you make me. And my daddy would love to find a place I like to do business locally."

"Of..Of course girls. I'll go get ready. Meet me in the back as soon as you're done with your snacks." Rarity bolted muttering things as she galloped out of the kitchen. "Ribbons. Oh and that dreadful mane. … Sparkle… no, red. Oh butthat would simply clash … the worst possible thing." All the fillies stared at Silver Spoon in shock and awe. Applebloom casually reached out a hoof and slammed it in to the back of Scootaloo's head. Sending it to smack into the table

"So, we ain't dreamin' right? Silver Spoon just did something nice?"

"What?" Silver spoon took another sip of the tea and looked away. "You wanted to do makeovers. I helped you get what you want. It isn't hard if you know what somepony is like. Rarity want's to be important. Shes's not going to get that here in the boonies of Ponyville."

"Hey!" Sweetie Belle glared at the silver filly who had finished her tea. "My sister will be important. She's super talented. And she loves Ponyville and so do I." Silver spoon shrugged, crossing her forehooves on the table.

"That's good," she said. "That doesn't change the fact that she isn't going to amount to anything here. The major fashion capitals of Equestria are, Manehatten, Canterlot, and, Of course fashion is all the rage in The Crystal Kingdom to the east. Notice how Ponyville, the middle of nowhere, isn't mentioned in the list. Can't talk about anything around here without you saying how mean it is." Sweetie Belle and Applebloom both sent vicious look towards Twist.

"You sure, you want to try to be friends with this one, Twist? She's a right nasty varmit. She's talking about Sweetie Belle's big sister and insulting our hometown."

"Silver Spoon, Say you're sorry. That was mean and you need to apologize." Twist stood up and took, Silver Soon's braid between her teeth and dragged her from the table. The grey Filly struggled weakly as her mane was pulled. "You say you're sorry to Sweetie Belle and Applebloom. And to Scootaloo too."

"Are you serious? It's not my fault her sister lives here."

"No! It isn'T. But is your fault for being rude to us. Now say it and mean it, Silver Spoon!"

"Okay, fine," Silver Spoon looked up at Applebloom. Sweetie Belle and Scootaloo. She sighed and then she said, "I'm sorry."

"I'm shorry too, everypony," Twist said. "She was my friend first. Give her a chance. She doesn't know how to be a friend yet. We all have to help her. Not let's go play with Ms. Rarity." The other three fillies nodded and Applebloom turned a suspicious eyes towards Silver Spoon before she led the way out of the kitchen.

"Ms, Rarity," Scootaloo said galloping towards the workroom, after zooming past Applebloom. "Will you do me a huge favor?"

"Of course, whatever do you need?"

Scootaloo, despite her normally hyper and brash personality, looked sheepish as Rarity moved around fabrics and outfits and accessories in a magical whirlwind. She didn't look at Scootaloo as the glow from her horn intensified.

"Can you invite, Rainbow Dash over? I'm a huge fan and… well, Uhm I really want a chance to talk to her."

"Really? Is that all? Oh why anypony would ever be so enamored with that loafing mare I'll never understand. But of course. I'll see if I can persuade her to pay us a call."

"YEEEEEEEESSSSSSSSSSSSSSSS! THE ONE AND ONLY RAINDBOW DASH!"

"Okay, my little Ponies," Rarity said. Who would like to go first? It will be ever so much fun. I loved playing dressup when I was a filly."

"She still does," Sweetie Belle said rolling her eyes. "Spends hours in front of the Mirror getting dressed, undressed, redressed."

"Oh, Hush, Sweetie. I do not play dress up anymore." Rarity cucked her tongue at the absurdity of the idea. "Now it is the far more sophisticated art of outfit and style testing. E

"I don't want to go first," Scootaloo said. She shuddered at all the frilly lace and bright colors. "It was Sweetie Belle's idea. Let her go first."

"No, ESweetie Belle said. "It was Silver Spoon who managed to convince my sister to let us be makeover artists let her go first."Silver Spoon shook her head, making her long silver braid sway.

"How about we let, Twist go first? She got me a present so this'll be me doing something nice for her. Right?" All the other fillies nodded. Why not?

"Sure," Applebloom said. "Twist is one of the sweetest fillies I reckon I know. She should go first." Rarity lit her horn turning on a bright light in front of a mirror.

"Well, Twist, dear would you like to go first?" The little yellow filly blushed profusely but she nodded and took a step forward towards the beautiful mare. "Oh don't be so shy, darling. Step right up and we'll see what we can do. Okay," Rairity said. "Cutie Mark Crusaders: makeover specialist what do you think your client needs to look her best?" Applebloom bounced, her big red bow flying.

"A big bow I always feel prettiest when I have this bow mah big sister Applejack gave me."

"Oh, okay." Rarity floated several bows over from the stack of things she had been levitating moments ago. There were frilly bows and ruffled bows of all different colors and sizes. "Now Cutie Mark Crusaders makeover artists, do you think we should do something with her mane first? Or should the bow be a brooch?"

Silver spoon said, "We should straighten her mane first."

"Oh what a lovely idea, Silver Spoon. Would you like that, Twist? You must always clear the decisions with the client. I think you would look lovely with a new coiffure."

Twist looked in the mirror. Her hair was thick and curly and very red. It was like her grandmother's hair. But it was also unruly. It broke combs sometimes. And it was always falling into her eyes.

"Uhm, Okay, Just.. please don't cut it Miss Rarity."

"Of course dear.

The girls had a blast. They picked out colors and styles and patterns. Rarity hummed as the straightening iron heated on the vanity. "Oh, Twist you are going to look lovely. You're little friends actually have quite an eye. And you are just an adorable little delight. Do keep an eye on my Sweetie Belle."

"Hey!" The white filly pouted and snorted her indignation. "I do not need her to keep an eye on me." The Cutie Mark Crusaders and Silver Spoon excitedly watched the transformation. It took a good forty minutes to straighten Twist's mane and Scootaloo rapidly grew bored with the small talk about style and fashion. Silver Spoon kept up amiable conversation. When twists hair fell sleek and smooth to her shoulders the effect was dramatic. Rarity ran a brush through it and then inserted the large polka dot bow the fillies had chosen. It was red and white and actually looked quite nice with her mane and coat. The ends of her mane curled in tiny spirals refusing to be completely flat but that didn't matter.

"Oh, Silver Spoon I may need to hire you as an assistant that was a wonderful idea. Now let's see how the others will stack up. Applebloom chose the outfit. She chose a pleated skirt with a little denim jacket. The clothing made Twist feel self conscious … especially the way Ms. Rarity inspected her after she had struggled into the outfit. It was so weird having someone she liked so much looking at her like that. Then at the insistence of Scootaloo her glasses were changed. They had been made "SO MUCH COOLER" The thick purple cateye glasses were replaced with a pair of slightly smaller black square frames. And finally Sweetie Belle's contribution to the filly's new look was makeup. Rarity had wisely advised the young crusader that given age nothing too flashy. So it was a simple shiny gloss and then a little blush.

"Wow," Applebloom said bouncing. "You look amazing, Twist."

"Yeah, we did a great job," Sweetie Belle said. The little white filly was super excited for the reveal. Scootaloo was napping on the floor. Pegasi had very little stamina for things that they were not implicitly interested in.

"Are you ready? You look wonderful Darling. Oh, of course I don't mean to imply that you didn't look wonderful before. A new look can often really change a ponies outlook on life. Or just put a smile on their face." with a swift burst of magic the cloth was pulled down from the large oval full length mirror. And Twists gasped. She didn't look like herself.

Silver Spoon stared. She was… pretty. Really pretty. You couldn't tell when her hair was all tightly curled and roughly pinned back but it was really long and it fell down past her shoulder, swooped with the pretty bow. And the too long legs twist was often tripping over made her tall and lanky looking in clothes. Maybe she shouldn't be ashamed to be her friend after all. Without the big bulky glasses you could see that her eyes were very nicely shaped and with the gloss her lips no longer looked dry from her habit of sucking them because of her retainer.

"Okay, my little ponies," Rarity said. "Who is next?"

"Uhm, Ms. rarity? Can you call Rainbow Dash first? That took a while," Scootaloo said yawning from her position on the floor.


	5. Chapter 5

Silver Spoon swung her long curly silver mane over her slender shoulder. A dark smoky grey and purple eye shadow was over her eyes. She really liked it. The deep swooping bang made her look older, sophisticated. The other fillies had decided against clothing for her but went with a pair of shiny black shoes.

"Oh, you are such a pretty thing, Silver Spoon," Rarity said. "Okay Crusaders. I think that is everyone. Don't you look simply wonderful?"

"Yes, ma'am" Applebloom said. Already the little yellow earthpony's main was falling from its cute messy bun. Strands of her bright red mane were falling into her eyes. It made Rarity's eye twitch slightly but she merely sighed. "But none of us got our cutie marks. We're not makeover specialist."

"No, you aren't. But you had fun with your friends. And that is important isn't it? You mustn't hurry these things. Everypony gets his or her cutie mark when it's their time. Now will you all be Cutie Mark Crusaders, clean up helpers?"

"Yes, Ms. Rarity," they all said in unison. Scootaloo bucked balls of paper into a trashcan with impressive accuracy. Her spiked purple Mohawk fluttered and her leather jacket flared out with her wings.

"I can't wait to meet, Rainbow Dash. I look super cool. I bet even she'll think so."

"Oh, I'm so sorry, darling." Rarity said. The white unicorn mare covered her face in shame and dramatically gasped. "I completely forgot to call her. You little ponies finish cleaning up and I'll go get in contact with her right away." Her hooves clattered against the floor as she galloped out of the workroom.

"It's getting late, "Sweetie Belle said, as she used her magic to push the mannequins back against the wall. Then the blue glow of her magic sputtered out. Silver Spoon put the caps back on all the make-up and put them all back in the drawers of the vanity. "Oh do you girls want to stay over. I bet my big sister will let you."

"I can't," Silver Spoon said. "I have to go home. Me and my daddy have plans and work to do and stuff." Sweetie Belle nodded and looked to the others.

"What about you guys?"

Silver Spoon looked over at Twist; her makeover still intact unlike Applebloom's. She was gathering up the ribbons and other accessories to put them away. Her hair was shiny and she looked so different. Silver Spoon looked away quickly and went back to putting all the makeup and hair products back in the giant vanity. All the other fillies decided to beg to spend the night.

"Thank you so much, girls," Rarity said. "Such good little fillies you are. You did a wonderful job cleaning everything up."

"Uhm, Ms Rarity?"

"Sis?" Rarity turned a suspicious eye on her younger sister and Applebloom. She did not like the pleading look in their eyes.

"Yeeeeessssss?"

"You see, sis. The other fillies were wondering if they could stay over here tonight. We're having so much fun. And school is almost over for the year. So please please please can my friends spend the night?" Twist, Applebloom, and even the normally brash Scootaloo turned intense big watery begging eyes on Rarity and she actually backpedaled at the intensity of their expressions.

"Girls. I'm not… I mean…your parents..." The four fillies drew closer quivering pouty lower lips extended. "Surely."

"PLEAAAAASSSSSSSEEEEEEE…" Silver Spoon smiled a little at the display. Then she caught herself and turned away. She couldn't stay anyway … not that she wanted to. Of course not. This wasn't where she belonged.

"Oh, alright. Make sure it okay with your parents of course. And Scootaloo, Raindbow Dash said she would pay us a visit a bit later tonight."

"I'd better go," Silver Spoon said. She waved a hoof as the Cutie Mark Crusaders celebrated their victory in getting the sleepover.

"Oh, you're not staying?"

"No, Ms. Rarity. I can't stay I need to get home. I might stay next time. Besides it is nearly dinner time."

"Of course. Would you like us to walk you home?"

"No thanks it's not far."

"Are you sure, I don't think it's safe." Rarity stamped a hoof to silence the other fillies so she could hear Silver Spoon better. Their squealing was growing incessant and quite nerve racking.

Silver spoon rolled her eyes. She couldn't let her father know. He wouldn't like her hanging out with them anyway.

"Yes, I'm sure."

"Then you'd best hurry before it gets too dark. I will not have a little filly leaving this house alone at night."

"Yes Ma'am." Rarity escorted Silver Spoon to the door and sent her on her watched her all the way to the end of the drive.

"Go straight home, do you hear me, Silver Spoon?"

The silver earthpony quickened her pace to a quick trot. That had been…fun…right? Her hooves made sharp clicking side on the cobblestones as she headed uptown. It had been nice, right? Well some of it. She liked her new hair. She liked it down but she almost never wore it that way. It blew behind her as she quickened her pace towards home. It was weird hanging with the losers. She had expected them to be moping about how miserable their lives must be. Well that's what her old friends Diamond Tiara and Cherrybomb had done. They had made jokes and laughed about the horrible lives of the losers. But they didn't seem particularly miserable and they hadn't wept uncontrollably. Silver Spoon shrugged and kept going, turning a corner and shooting down a side street that would lead her home. Maybe they were right. Maybe she didn't know how to be a friend and that's why the friends she had were so… well … she had been best friends with Diamond Tiara. What fun things had they ever done together? Well they had gone shopping Silver Spoon thought as she sped along under the sunset light. But, when they had gone shopping Diamond Tiara and Cherry Bomb had spent all the time snickering and criticizing every choice she had made and talking about all the ponies. And she had been so excited about the trip as well. Diamond's parents had taken them to Manehatten to shop. It had been an overnight train trip. But they had spent most of the train ride being concerned about how they would look compared to the Manehattenites.

"Daddy, I'm home." Silver Spoon said as she flung open the door and entered the brightly lit foyer.

"What have you done to your mane?" Her father, said looking at the way her long silver mane curled softly along her face.

"I went with .. uhm… I went to the Carousel Boutique and Ms. Rarity gave me a makeover." Her father frowned, his dark golden eyes narrowing. "She was hoping … to uhm… increase business. Yeah. She knows I'm really stylish and that you and mom are really well known so…"

"I do not like it." Filigree had a dark burgundy coat and a golden mane. "I told you I never wanted you to wear your mane down you look too much like your mother. I won't have you looking like that brazen selfish broodmare. And wash of that eye shadow as well. I won't have you painted up like that. You're much too young for it. I never liked that you're mother let you wear it before she left. You're going to see her tomorrow night so be sure to pack all your things." Silver Spoon knew that he wouldn't take her to the train. The little grey filly who looked like her mother knew her father wouldn't call to ask how her weekend with mommy was going. The filly nodded and headed upstairs to pack and braid her hair.

The Cutie Mark Crusaders and Twist were whispering conspiratorially under a blanket fort in Sweetie Belle's room.

"Okay, Twist it's your turn."

The little filly flushed and she couldn't meet her friend's eyes. She finally hid her face in one of the many pillows.

"I don't wanna'. I mean my answer is weird. You'll laugh at me."

"Come on! I answered." Sweetie Belle said the white Pegasus filly's horn glowed illuminating the dark fort.

"Yeah, but you didn't have anypony," Applebloom said giggling. "Twist obviously has somepony. Tell us, Twist. We know you have a cruuuussssshhhhhh."

"Ms. Rarity."

"What did you say, Twist?" The four fillies leaned in close to hear the words as Twist repeated herself.

"Ms. Rarity."

"WHAT!?" All three crusaders stared in shock as Twist shrank back in shame. She covered her face with her hoof and peeked over her foreleg after nearly a minute of silence.

"Ewww… you're crush is on my big sister? But she's so … and …. Eeeeewwwwww."

Scootaloo nodded in agreement.

"Rarity isn't even cool though. She's so boring and frilly. Now Rainbow Dash is the best. If there's anypony worth having a crush on its her." Twist blinked again as two of her friend shuddered in disgust.

"Wait? You mean you care more about it being Ms. Rairty than me having a crush on a filly?"

"Well, sure," Applebloom said. "She's Sweetie Belle's big sister that's weird. That's like Sweetie liking Big Macintosh." Twist took a deep relieved breath. Her friends didn't care. But then again most ponies didn't. Most of them never gave it a thought.

"But Ms. Rarity is so pretty. And her mane is such a pretty color. I can never get mine to do anything pretty. It was cool that it looked so pretty when it was done."

"But, she's so prissy," Scootaloo said shuddering. "She smells like flowers all the time and I bet she's no fun. She wouldn't play football with you or go skating. I bet she'd never do anything fun."

"But'…but… she'd go to dinner with you and movies. And she'd pick you flowers," Twist said. The little filly blushed at the thought of a bouquet. She knew what she was going to do. She'd get up early to get some flowers for Ms. Rarity. "So you really don't think it's strange that I have a crush on Ms. Rarity." All the other fillies shrugged.

"I don't know. I mean. I don't have a crush on anybody," Applebloom said. She swung one of her back legs absently in a rhythm as she lay on her belly. "I don't know what's strange or not."

"I don't care, Twist." Sweetie Belle replied from her spot on her big fluffy pillow. "I don't get why my sister though. She not even close to our age."

"I like Rainbow Dash so how can I think It's weird?" Scootaloo hugged the autographed helmet to her chest and rocked back and forth. "She's so coooooolllllll."

"I think that's different Scoots. Or do you, **like**," Applebloom waggled her eyebrows at the word. "Rainbow Dash. I think you might just be a really big fan." The orange pegasus shrugged, flapping her mildly stunted wings.

"I don't know. I just know she's the coolest pegasus around. She's the North Wind of Ponyville and one of the best fliers in Equestria. I'm gonna' be just like her and Spitfire when I grow up." Scootaloo stretched out her wings, the thick corded muscles in the appendages bunching as she struck a pose. The night passed with many fun adventures and whispered secrets among friends.


	6. Chapter 6

Scootaloo doodled idly in the class. The pencil sketched in the tall ramp.

"Are you scared, Twist?" Sweetie Belle asked while Cheerilee worked out math problems on the board up front. "I hate going to the doctor and the dentist."

"Not really," the little filly said. "I've been to the dentist plenty of times." Twist took down notes from the problem on the board.

"Do you guys want to do something this weekend? We could meet up at SugarCube Corner."

"Well sure," Applebloom said. "I reckon that sounds like fun. We can keep workin' on gettin' our Cutie Marks." Twist nodded.

"If we do it tomorrow I can go. Sorry but I have the dentist appointment today." All four of them looked over at Silver Spoon she had said very little today.

"I can't." she said sharply. "I'm going to be with my mom this weekend. I'll be in Manehatten." The Cutie Mark Crusaders and twist shrugged and the little ponies returned to focusing on the lesson. Twist looked over to Silver Spoon. Something was wrong. She looked sad… well sadder than usual. She had been looking sad ever since the party. The pretty grey coated filly had her head balanced on a hoof as she stared out the window. During the lecture on The history of the Age of Discord Twist continued to slip quick glances to the side at Silver Spoon. Was she imagining things? When Cheerilee stamped a hoof Twist faced forward again to the smiling teacher.

"So," Cherilee said swishing her tail towards the board. "Do all of my little ponies understand how important it is for us to study this dark time in our history?"

"Yes, Ms. Cheerilee," the class replied eagerly.

"Then we will continue our discussion next class. Now before we leave can anyone tell me the next section of history we will be discussing?"

A slender red pegasus colt raised his hoof. Silver Spoon glared at Cherry Bomb.

"Of course. Everypony whose anypony knows that after the age of Discord comes the coup of Order led by Princess Celestia and Princess Luna."

"Very Good, Cherrybomb. I am very impressed. Goodbye everypony class is dismissed." Silver Spoon's desk was already clear and she grabbed her saddlebag with an irritable snort. Then as she turned around Twist was there a concerned expression behind her too big ugly glasses.

"What do** YOU **want?"

"You look upset. Are you okay?"

"Me? Of course. I'm absolutely perfect. Not even Princess Celestia is sunnier than me right now," Silver Spoon spat. "What do you care? Don't you have to go spit somewhere else?" Twist's ears leaned back in her sudden hot rage.

"I was worrying about you! I MADE SURE TO ASK YOU HOW YOU ARE!?" Twist took a deep breath and then took a step back. This wasn't right. She didn't need to get angry too. "Why are you so angry when I asked you if you were okay? I mean I am trying to be your friend." Silver Spoon blinked in shock. That was a good question. She didn't even know why. She didn't know why she had reacted that way. She knew she had been angry about Cherrybomb the two faced jerk getting praised for an answer he had probably copied from Cupid or maybe even Diamond Tiara. Well no, not Diamond. She doubted the pink and purple filly ever did her own homework. And she knew she never took her own notes.

"Would you like to walk home with me?"

"Why? Why would I want to walk home with you when you were just so mean? Plus I need to get home so I can go to the dentist." Twist eyes were suspicious slits. As the rest of the class left the room.

"Please. I'm sorry I was mean."

"Oh really? I'm not going to just let you keep being mean to me and my friends. I'm not a doormat. And I'm not stupid. I won't let you treat me like Diamond Tiara treated you and your other friends." Silver Spoon flinched at the accusation. Then she lowered her head.

"I know. Please walk home with me. You're going the same way anyway right? Across the marketplace?"

This was something none of her friends would understand. Well it wasn't their fault, they weren't pegasi. They didn't have wings. Scootaloo gave her signed helmet a tight hug before settling it closely on her head and tightening the strap with her teeth. She envisioned the blazing rainbow trail of her idol above her, a multicolor trail of awesomeness. And she kicked off with her scooter. She flapped her wings heavily. It hurt but she pushed. The ramp was close. She drove her right back hoof into the ground faster and harder kicking her scooter up to a greater speed. She hit the ramp hard it bent frighteningly but it held and then with a quick spin she pulled off her twisted 360 on the scooter before hitting the ground and kicking up dust. She winced at the pain between her shoulder blades from how hard she had been flapping to pick up speed. She thought she was ready. No one was around. Good. She was ready. Scoots carefully balanced her scooter against a tree. Today she was going to get to that branch today. She took one of the straps to her helmet in her teeth … but then she left it on. Her hero had signed it and even drew her rainbow lightning bolt on it. It had to be good luck. She looked up into the bright green leaves and through them into the perfectly clear sky. It was great flying weather. She leapt and held her breath.

HIGHER

HIGHER

HIGHER … COME ON! Her wings burned and she cracked na eye open she wasn't anywhere near the branch. Her wings were a millisecond from giving up and she was barely two feet of the ground. The branch. She was already falling. She hit the ground with a heavy thud and tucked her useless wings to her side.

"CELESTIA BANISH IT TO THE MOON! TO TARTAURUS WITH THESE CLOPPING WINGS!"

"Well I never thought I'd see such a sad frown in Ponyville," a pink earth pony said. She was bouncing steadily behind the stricken Scootaloo. "Why are you so angry and sad, silly filly? You have to be to be saying such big bad words like that."

Scootaloo flushed and couldn't meet the big giant blue eyes of Pinkie Pie. Well for more than the fact that she was still bouncing in place making Scootaloo have to crane her neck to look at her.

"I can't fly."

"Oh, that's not a big deal. I can't fly either." Pinkie illustrated by jumping into the air and waving her hooves frantically. She seemed to hover there before crashing back to the ground. "but you know what I can do. I can put a smile on anypony's face. I can make my friends laugh louder and happier than any pony in Equestria."

"But I'm a pegasus. I'm supposed to fly. I was born to fly. I barely get to see my parents because they both work up in the clouds most of the time. They can't afford to be down here with me. I'm staying with my mother's friend until winter."

"Oh," Pinkie said the bright smile fading from her face. She looked different without her exuberant expression. She didn't look like Pinkie Pie. She looked like a very different… Pinky Pie like pony. "I know all about not being able to do what you were meant to do. You see I grew up that way too. I knew I was meant to make everypony happy. I knew I was meant to party and to be Pinky Pie but I couldn't. But you know what I did until I could?"

"What!?" Scootaloo snapped sharply. She doubted the mare had anything that could really make her feel better Plus she was running out of time. She had to be heading home soon.

"I did what I could do," Pinky Pie said her luminescent smile returning and her big blue eyes sparkling. Her cotton candy mane bounced again as she resumed her hyperactive jumping. "I did what I was good at. I was good at listening. I was good and learning. I learned about all the different types of ponies and the parties they wanted to have. I learned about what I wanted."

"What are you good at? What would you want to be good at until you can do what you're meant to do?"

"Uhm, I'm good at doing tricks on my scooter? Uhm I'm really cool. I'm good at stuff."

"There you go then. Be good at those until you can do what you're meant to do. Okie Dokie Lokie?"

"I guess."

Pinky gave the filly a quick nuzzle before she disappeared in a pink and white blur back towards town. Scoots had to consider there was something to what Pinky had said. She was a hero. She had saved Equestria from Nightmare moon and been honored by the princess. She had to know a thing or two. She loved riding her scooter. But she couldn't help feeling incomplete without being able to fly. She never understood why it was so hard for her. She headed home deep in thought thinking up new tricks she could practice along the way.

Twist wiped tears away from Silver Spoon's eyes with a hoof . She hadn't thought of that. She had never considered the things Silver Spoon had told her… well she had but not as clearly as the filly had managed to tell her.

"I think you could be a good friend. You just have to keep practicing." Twist did not regret walking home with her new friend. She knew it had been hard for Silver Spoon to open up like that but she hoped it had helped. "Thank you for telling me about this. I have to go we can talk more later." Twist had waited too long. Her mother was going to be furious. That made things make a lot more sense. Silver Spoon had put a lot of trust into Diamond Tiara. Diamond had been her only friend when she was knew and awkward and scared. Diamond had made her popular and no one bothered her because of her like they did in Manehatten. She didn't like what Silver Spoon had told her…but it didn't really surprise the filly. Twist raced towards her house her mind reeling with the thoughts of her new friend. Silver Spoon had been brainwashed to be a bad friend and she was trying. And she understood now that going back to Manehatten with her mother was scary. She hated it there… she didn't like it home with her father but it was better. So it made perfect sense that she was irritable and snippy. She liked Silver Spoon she really did. She was pretty and apparently she was smart and she needed a friend more than anything. But twist had to admit it was hard. It hurt when a friend was mean like that. Could she be Silver Spoon's friend? Her house was on the right and she was almost there now. Already her closest friend Applebloom didn't like her. And the other Crusaders seemed to barely tolerate her.

"TWIST! Do you have any idea what time it is!?" The filly flinched at the yell from her mother as she came skidding to a stop in front of her house.

"Sorry Momma. I got sidetracked with … with a friend."

"Hurry up. I swear to Celestia I thought you'd be jumping at the chance to have that retainer removed today. Come on let's hope Dr. Pearly White isn't angry that we'll be late." The slightly heavy red mare took of at a quick pace and twist Hustled behind her. She was nearly buzzing with joy at the thought. She wouldn't sound so silly anymore after today. Most fillies and colts were afraid of the dentist but not twist. Dr. Pearly White was very nice. He worked fast and had lots of fun book in his office.

"Please excuse us," Twist's mother said stepping up to the reception window huffing slightly. "I'm so sorry we're late. I hope we haven't caused any trouble for you."

"Oh, of course not. How are you, Twist? It's the big day isn't it?"

"Yes, ma'am. I'm so super duper excited."

"Well the doctor will get this final visit taken care of in just a moment. You shouldn't have too long a wait. Despite the receptionists promise the wait felt like an eternity. Twist could barely hold still as she sat next to her mother on one of the long benches. And then just when she felt like the world would end before they called her name the door swung open and a handsome Unicorn Stallion in a white coat opened the door and called for her.

"Welcome, back, Twists," he said. "I am so proud of you for listening so well and taking good care of your teeth. Let's go see about removing this retainer."

"Thank you, Doctor."

Silver Spoon took a deep breath. She felt…better? Maybe? She didn't know. She had told her. She was going to have to deal with that. She had told her how she really felt. How scared she was. How she had been a bad friend and she knew it. She had told Twist how she really did want to try to be friends. She would start over when she got back. She would really try. The train blared and the little filly lifted her head and let out the breath she was holding. This was the first step to a new life for her.

"All aboard for Manehatten. All aboard."


	7. Chapter 7

"Welcome, dear," Pearl Necklace said as the train pulled away with a blare of the loud horn.

"Hi, Momma."

"Oh come along, and stop looking so sour. I can't have you seen looking like that now, can I?" Silver Spoon rolled her eyes and put on a slight smile. Her smile was heavy so it didn't curl up at the ends very much… not like it did when she was actually happy. When was the last time that had been?

"That's much better. You never know who will see you. And one must always make a good impression on the public."

"Yes, Ma'am." Silver Spoon followed the tall silver pony with the long champagne pink mane hanging past her shoulders. The unicorn as she turned to leave the terminal with a quick flick of her tail. "I know you wanted to do something fun today, Silver, sweetie, but it just isn't convenient. I have an appointment to get to right away. If it goes well maybe I'll take you shopping. Wouldn't that be nice? I'm sure everything here is better than the rags you get from that backwards pit Ponyville." Pearl Necklace's hooves clicked as she quickened her pace to get them back on the bustling streets of the city. Silver Spoon snorted but followed quietly, keeping her subtle respectable smile in place. She didn't want to go shopping. All her mother ever wanted to do with her was go shopping. Sure it was nice… every now and then. But every time? After a while even one of your favorite activities would get old. The little grey coated filly followed her mother silently. She knew better than to bother her with questions and conversation when she had an "Appointment." This was going to be a very long weekend. When they stopped and Silver Spoon looked up they were at a large brick building. It looked nothing like the buildings and homes in Ponyville. "I'm sure you didn't know but I'm setting up this new location for my jewelry. It's all the rage all over Equestria. Soon I'll have to open a location in the Crystal Kingdom."

"Really?" The brick building was certainly impressive it was two stories and it looked to be in a very busy part of town. Lots of ponies would probably be dropping in to shop there.

"Yes... and I want you here with me," Pearl Necklace said smiling. "I want you to come spend the summer with me here in Manehatten. You can see how hard you're mother works and make some nice friends here and see what life will be like in the city. You were just a foal when you're father and I separated. And," Pearl Necklace added casting a glance over her shoulder at her daughter. "And we can actually have some real quality time. I…I know we don't really have that during the visits and I know that hurts you, Silver Spoon." The filly started in shock at what her mother was saying. That was certainly different. She flicked her ears making sure they were working right. Her mom was normally so busy and frantic she barely dealt with Silver Spoon during her visits, well outside of the customary spending spree. "You don't have to answer right away but please let me know if you want to spend your break here with me in the city."

"Ok." It was hesitant and quiet but Pearl Necklace noticed that it was not a flat outright no. That was a start.

"Come on in dear. I'm here to meet a very special pony that's going to be doing the modeling for me."

Inside the big brick building it was still mostly empty but the shelving had been put in and she could see the big under lit cases to display the gems. "Oh, Silver. It's almost ready for opening. By summer when you hopefully come to stay with me for a while this place will be bustling and for the most part running itself. I'll be meeting with staff soon to make hires for clerks and gem setters. That is if I can find anyone half as good as me." Her mother's voice droned just outside of Silver Spoon's attention. The filly vaguely heard something about putting her bags down and slid the thick saddlebags off of her back. She hadn't needed much. The pair didn't have to wait long before the door opened and in walked a beautiful white Unicorn. She snorted and flicked her pale pink mane to the side.

"Welcome, Ms. Fleur de Lis. I'm so happy you decided to consider being the face of my new jewelry line. Silver Spoon looked up at her from behind herm others legs. "I'd like you to meet my daughter, Oh stop being silly and introduce yourself." It was weird No one would ever expect it but Silver Spoon was actually quiet and awkward without her friends well her ex friends around. She didn't do well with introductions. She had liked having everyone just know who she was.

Fleur de Lis just raises an eyebrow when Silver Spoon didn't respond. That earned the grey filly a light kick from her mother in chastisement. "Don't be rude."

"Hello, I'm, Silver Spoon. It's nice to meet you."

"I'm so sorry, Ms. Fleur de Lis. I don't know how my daughter lost all the grace I tried to raise her with."

"It's fine," the tall elegant white unicorn said. "She doesn't know me. Can't blame the little thing for being nervous. Hello, Silver Spoon I'm Fleur de Lis and I hope we can be friends."

"Oh that would be lovely. You know, dear, this lovely young unicorn is not that much older than you actually? I bet you could become good friends. She's a model and I bet she would look absolutely wonderful on the billboards and posters wearing my new line. Oh," Pearl Necklace said. "I have something to show you are just going to love. It's a pink crystal design based on your Cutie Mark. I have taken some, uhm,' the unicorn paused trying to think of a polite phrase. "Creative liberties as it were."

Silver Spoon rolled her eyes as the older ponies walked away towards one of the cases. Well at least towards a large blue binder on top of one of the cases. This was going to be long weekend. She hated to admit it but she wondered what her new "friends" were doing.

"Are you sure about this?" Applebloom asked. She looked at the makeshift course she had built skeptically. She had to admit it was good but... Good enough she wasn't sure.

"Yeah I'm sure," Scootaloo said. She grinned and her wings buzzed behind her like a nervous tick. Her hoof scuffed dirt and she kicked off. She took the ramp in a spin catching good air before she dropped back to the ground. She flipped the scooter into a kick spin before heading for the pipe. Just a little flourish she was sure it would be something Rainbow dash would be proud of. Dust flew as he picked up speed, to hop onto the pipe. She skidded across it in a scream of hot metal then she dropped off to the ground and was breathing hard. There was a shrill whistle from above and Scootaloo almost died when she saw the blue pegasus floating lazily on a comfortable looking cloud.

"Color me impressed, Kid," she said. Her ragged rainbow mane was messy as she looked over the edge of her napping cloud. "You've got the making of a great trick rider. You got the timing down and you really use your momentum."

"Scootaloo," Apple bloom said. The orange filly paid no attention. "Scootaloo you're floating." Scoots then looked down to see all four of her hooves off of the ground as she lazily hovered a few feet above the ground over her scooter. With a quick flap of her wings Rainbow dash was next to her and threw a hoof around her shoulders.

"And it looks like you impressed somepony besides me take a look." With that Dash streaked of in a flash of blue and rainbow color. Scootaloo was shuddering as she touched the ground. She was too scared to look herself but… she had to know.

"Is it there? Sweetie Belle? .THERE?"

"Yeah. It is. It's amazing. It looks awesome. It looks like the wheel of your scooter. Well kinda but it's surrounded by a flaming wing. Well its fire but shaped like a wing. Or something like that."

"I reckon this calls for a celebration. FOR SCOOTALOO! THE FIRST CUTIE MARK CRUSADER TO EARN HER CUTIE MARK! HIP HIP HOORAY!" Applebloom screamed bouncing up and down in joy for her friend.

"We have to go show, Twist." Sweetie Belle said, grabbing a mouthful of Applebloom's tail to keep her on the ground. Scootloo leapt into the air streaking up and up and up with wickedly fast beats of her little wings. She felt as light as air. Nothing would hold her down. She managed to make it to the top of that accursed tree before her energy gave out and she was falling. She yelled as wind ripped past her and her wings refused to catch it she snapped them open wide and managed to roughly glide hitting the ground hard but for the most part in one piece.

"Ow. Okay still need work. Yeah. Landing hard not fun." Scootaloo winced as she got back up. "Okay so you said something about Twist?"

"Yeah. We need to show her and plan a celebration. I'll ask my Big Sister Applejack for some apple pies. Congrats, Scootaloo." Applebloom led the parade back towards town and to their friend's house. When they arrived Twist was just as excited for Scoots. She gave her a huge hug and promised to make her something extra special.

"What do you want, Scootaloo?" Twist's smile was even bigger and brighter than it had ever been. She was so happy to be free of the big retainer. She was still getting used to not having it. It had been there for so long. "If it's something too hard to make I'll ask my momma to help me."

All three of the CMC were shocked at the way Twist's voice had changed without the retainer. It wasn't just that she no longer had the grating slur. Her voice was higher or maybe it was just how excited she was. They couldn't tell.

"I know! I want cinnamon sticks like you made before. They're sweet and kind of hot just like my new Cutie Mark," Scootaloo said striking a dynamic pose with her wings flared. "You know I need to send word to my folks."

"Why don't you ask Twilight, I bet her and Spike could help send word to just about anypony," Twist said. The other fillies nodded in agreement. And Twist followed them out the door to the library. And she had an idea. She had someone she wanted to send a message to.


End file.
